Exhibit 4.1


 


AMENDMENT No. 2 TO THE


HEELYS, INC. 2006 STOCK INCENTIVE PLAN


 


This
Amendment is effective as of the dates specified herein, by Heelys, Inc.,
having its principal office in Carrollton, Texas (hereinafter referred to as
the “Company”).


 


WITNESSETH:


 


WHEREAS,
Heeling, Inc. adopted the Heeling, Inc. 2006 Stock Incentive Plan effective
June 23, 2006; and


 


WHEREAS,
Heeling, Inc. was merged into the Company and, in connection therewith,
the Company assumed the Heeling, Inc. 2006 Stock Incentive Plan; and


 


WHEREAS,
the Heeling, Inc. 2006 Stock Incentive Plan was amended effective as of August 25,
2006 pursuant to that certain Amendment to the Heeling, Inc. 2006 Stock
Incentive Plan (as amended the “Plan”) {capitalized terms used but not
otherwise defined herin shall have the respective meanings set for tin the
Plan}; and


 


WHEREAS,
the Company now desires to adopt this Amendment to the Plan in order to increase
the total amount of Common Stock with respect to which Options may be granted under
the Plan  by 700,000 shares;


 


NOW,
THEREFORE, in consideration of the premises and the covenants herein contained,
the Company hereby adopts the following Amendment to the Plan:


 


1.             Section 5(a) of the Plan
is hereby amended effective as of May 30, 2008 to read as follows:


 


(a) Maximum Shares Subject to
Plan.  Subject to adjustment pursuant
to Section 13(a) hereof, the total amount of Common Stock with
respect to which Options may be granted under the Plan shall not exceed 2,972,725
shares.  At all times during the term of
the Plan, the Company shall reserve and keep available such number of shares of
Common Stock as will be required to satisfy the requirements of outstanding
Options under the Plan.  The number of
shares reserved for issuance under the Plan shall be reduced only to the extent
that shares of Common Stock are actually issued in connection with the exercise
of an Option.  Any shares of Common Stock
covered by an Option (or a portion of an Option) that is forfeited or canceled,
or that expires without being exercised shall be deemed not to have been issued
for purposes of determining the maximum aggregate number of shares of Common
Stock which may be issued under the Plan and shall again be available to be
subject to Options under the Plan. 
Nothing in this Section 5 shall impair the right of the Company to
reduce the number of outstanding shares of Common Stock pursuant to
repurchases, redemptions or otherwise; provided, however, that no reduction in
the number of outstanding shares of Common Stock shall (i) impair the
validity of any outstanding Option, whether or not that Option is fully
exercisable or fully vested, or (ii) impair the status of any shares of
Common Stock previously issued pursuant to an Option as duly authorized,
validly issued, fully paid and nonassessable. 
The shares to be delivered under 


 





















 


the
Plan shall be made available from (i) authorized but unissued shares of
Common Stock, or (ii) Common Stock held in the treasury of the Company, in
each case as the Committee may determine from time to time in its sole
discretion.


 


IN
WITNESS WHEREOF, the Company, acting by and through its duly authorized
officers, has caused this Amendment to be executed and effective as of the
dates herein provided.


 


	
  HEELYS,
  INC.

  	
   

  
	
   

  	
   

  
	
  By:
  

  	
  /s/
  Donald K. Carroll

  	
   

  
	
   

  	
   

  	
   

  
	
  Its:
  

  	
  Chief
  Executive Officer

  	
   

  



 


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